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The Workherder Manifesto

All substantial periods of economic growth have come from fundamental changes in the way people work. The assembly line became a powerful tool because it allowed workers to become incredibly efficient at a specific task. As the assembly line came to prominence in the early 20th century, it slashed production costs and ushered in an new era of inexpensive consumer goods. Here at Workherder.com, we believe we are standing at the threshold of a similar revolution, this time in software production.

Workherder.com is a low-friction marketplace for software skill, designed to make building your vision as easy as adding items to a shopping cart. So, for instance, say you are building an application and need to add authentication. You know there are gems and packages that do it, and that with a couple of days of effort, you could learn the ins and outs of a particular gem, and finally get it to do everything you need it to do in your application. But, somewhere out there, there is another engineer who has been there before. In fact, he has been there many times before. What would have taken you a couple days to learn, would take somebody familiar with the gem a couple of hours to do. Workherder.com brings you both together for mutual benefit.

Now imagine performing this feat over and over again, across all of the pieces of your application. You could build with the strength of 10 regular developers. You could do this all at a fraction of the cost of having a full time dedicated team. Instead, you have a team with just-in-time expertise. Suddenly, you crush the learning curve. Suddenly, you are conducting a symphony of software. Suddenly, you are like Neo at the end of The Matrix, and 1's and 0's obey your mastery. Ok, perhaps the Neo thing is a bit much, but workherder.com will let you build better software, faster.

Being a workherder is an entirely different philosophy of software creation. It means thinking, not in terms of libraries and code, but instead in systems and services. It involves knowing a little bit about everything in the system, but also knowing when to augment your expertise with external help. It is about delegating the details to focus on integrating the whole.

And working on workherder.com combines the best parts of freelancing with assembly line efficiency. You can get paid great money to help a few people a day get your favorite library integrated into their applications. When you are bored of the library, move on to helping out with another. You become the foreman of your own software assembly line, and you get to profit from your efficiency.

With your help, we can forever change the way that software is built.

Workherder.com Privacy Policy

This Privacy Policy governs the manner in which Workherder collects, uses, maintains and discloses information collected from users (each, a "User") of the http://www.workherder.com website ("Site"). This privacy policy applies to the Site and all products and services offered by Workherder.

Personal identification information

We may collect personal identification information from Users in a variety of ways, including, but not limited to, when Users visit our site, register on the site, fill out a form, and in connection with other activities, services, features or resources we make available on our Site. Users may be asked for, as appropriate, name, email address, mailing address, phone number, credit card information. Users may, however, visit our Site anonymously. We will collect personal identification information from Users only if they voluntarily submit such information to us. Users can always refuse to supply personally identification information, except that it may prevent them from engaging in certain Site related activities.

Non-personal identification information

We may collect non-personal identification information about Users whenever they interact with our Site. Non-personal identification information may include the browser name, the type of computer and technical information about Users means of connection to our Site, such as the operating system and the Internet service providers utilized and other similar information.

Web browser cookies

Our Site may use "cookies" to enhance User experience. User's web browser places cookies on their hard drive for record-keeping purposes and sometimes to track information about them. User may choose to set their web browser to refuse cookies, or to alert you when cookies are being sent. If they do so, note that some parts of the Site may not function properly.

How we use collected information

Workherder may collect and use Users' personal information for the following purposes:

To improve customer service:
Information you provide helps us respond to your customer service requests and support needs more efficiently.

To personalize user experience:
We may use information in the aggregate to understand how our Users as a group use the services and resources provided on our Site.

To improve our Site:
We may use feedback you provide to improve our products and services.

To process payments
We may use the information Users provide about themselves when placing an order only to provide service to that order. We do not share this information with outside parties except to the extent necessary to provide the service.

To send periodic emails: We may use the email address to send User information and updates pertaining to their order. It may also be used to respond to their inquiries, questions, and/or other requests. If User decides to opt-in to our mailing list, they will receive emails that may include company news, updates, related product or service information, etc. If at any time the User would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email.

Sharing your personal information

We do not sell, trade, or rent Users personal identification information to others. We may share generic aggregated demographic information not linked to any personal identification information regarding visitors and users with our business partners, trusted affiliates and advertisers for the purposes outlined above.We may use third party service providers to help us operate our business and the Site or administer activities on our behalf, such as sending out newsletters or surveys. We may share your information with these third parties for those limited purposes provided that you have given us your permission.

Changes to this privacy policy

Workherder has the discretion to update this privacy policy at any time. When we do, we will revise the updated date at the bottom of this page. We encourage Users to frequently check this page for any changes to stay informed about how we are helping to protect the personal information we collect. You acknowledge and agree that it is your responsibility to review this privacy policy periodically and become aware of modifications.

Your acceptance of these terms

By using this Site, you signify your acceptance of this policy. If you do not agree to this policy, please do not use our Site. Your continued use of the Site following the posting of changes to this policy will be deemed your acceptance of those changes.

Terms of Service

These documents collectively comprise the Workherder Terms of Service. You must agree to all of them to continue to use Workherder. If you have any questions, please contact help@workherder.com.

Independent Contractor Services Agreement

A Worker works for a Herder as an independent contractor

The Herder receives full intellectual property rights for any Work Bundle he or she purchases

If a Herder and a Worker enter an independent contractor relationship, then this Independent Contractor Services Agreement ("Services Agreement") will apply. This Services Agreement is effective as of August 1, 2013. Your continued use of Workherder.com (the "Site") after such date will signify your acceptance of this Services Agreement. We reserve the right to modify the provisions in this policy without prior notice to you, so please check back often for updates.

This Services Agreement incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service ("Terms of Service"). Capitalized terms not defined in this Agreement are defined elsewhere in the Terms of Service, or have the meanings given such terms on the Site.

In some cases, Workers may be deemed to be employees under applicable law. If you are not certain whether your relationship is that of an independent contractor, consult your legal advisor.

A Herder is solely responsible for determining whether Worker is its independent contractor or employee. Workherder disclaims any liability for that determination.

1 Member Contract

Herder agrees to purchase, and Worker agrees to deliver, the WorkBundle in accordance with their Member Contract. However, no Work Bundle term or contractual provision may modify any Mandatory Terms. Conflicts in the Member Contract will be resolved in the following order of precedence: (1) the Mandatory Terms; (2) the Work Bundle terms, as awarded and accepted on the Site; (3) this Services Agreement.

HERDER AND WORKER IRREVOCABLY AGREE THAT ANY PART OF THEIR MEMBER CONTRACT THAT CONFLICTS WITH OR PURPORTS TO MODIFY THE MANDATORY TERMS WILL BE NULL AND VOID WHILE THE OTHER PARTS OF THE MEMBER CONTRACT SHALL REMAIN VALID AND BINDING.

2 Responsibilities and Performance

Herder is responsible for specifying its job, screening, hiring, managing, inspecting, accepting and paying for Worker Services in accordance with the Member Contract in a timely and professional manner. Worker is responsible for the performance and quality of the Worker Services in accordance with the Member Contract in a timely and professional manner, consistent with industry practice, at a location, place and time that Worker deems appropriate. Herder and Worker each covenants and agrees to act in good faith and deal fairly in the performance of the Member Contract.

3 Duration of Services

The term of the Member Contract commences and terminates on the dates specified in the Work Bundle terms, unless both Herder and Worker otherwise agree in the Workroom.

4 Independent Worker Relationship

Worker’s relationship with Herder will be that of an independent contractor, and nothing in the Member Contract will be construed to create a partnership, joint venture, or employer-employee relationship. Worker is not the agent of Herder and is not authorized to make any representation, contract, or commitment on behalf of Herder. The Worker will choose the manner and means to perform Worker Services. Worker will provide its own equipment, tools, and other materials at its own expense. Worker, at its sole cost and expense, will maintain appropriate insurance in accordance with generally accepted industry standards.

Worker is solely and exclusively liable for complying with, and making all payments under, all applicable state, federal and international laws, including laws governing self-employed individuals if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Worker under the Member Contract. Neither Herder nor Workherder will withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Worker’s behalf. Worker hereby agrees to indemnify and defend Herder and Workherder against any and all such taxes or contributions, including penalties and interest. Worker will provide proof of payment of appropriate taxes on fees paid to Worker upon reasonable request of Herder or Workherder.

5 Intellectual Property Rights

5.1 Certain Defined Terms

The following capitalized terms have the following meanings:

BACKGROUND TECHNOLOGY means all Inventions developed by Worker other than in the course of providing services to Herder under the Member Contract and all Inventions acquired or licensed by Worker that Worker uses in performing Worker Services or incorporates into Work Bundle.

INTELLECTUAL PROPERTY RIGHTS has the meaning given in the Definitions.

WORK PRODUCT means any and all work product developed by Worker as required to complete the Work Bundle and delivered to the Herder in the performance of the Work Bundle, excluding Background Technology.

5.2 Background Technology

Worker will disclose any Background Technology that Worker proposes to use or incorporate in connection with performance of its services to Herder. If Worker discloses no Background Technology, Worker warrants that it will not use Background Technology or incorporate it into Work Product provided pursuant thereto. Unless otherwise agreed in the Work Bundle, Worker will not incorporate into Work Product or otherwise deliver to Herder any software code licensed under the GNU GPL, GNU LGPL, or any other license that by its terms requires, or conditions the use or distribution of such code on, the disclosure, licensing, or distribution of the Work Product or any source code owned or licensed by the Herder.

5.3 License to Background Technology

Worker hereby automatically upon receipt of payment from Herder, grants to Herder a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.

5.4 Ownership of Work Product and Intellectual Property

Worker agrees that the Work Product is work made for hire. If any Work Product does not qualify as work made for hire, Worker agrees that, upon Worker’s receipt of payment from Herder, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Herder, and Herder will be deemed to be the author thereof. If Worker has any Intellectual Property Rights to the Work Product that are not owned by Herder upon Worker’s receipt of payment, Worker hereby automatically irrevocably assigns to Herder all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth below, Worker retains no rights to use, and agrees not to challenge the validity of Herder’s ownership in, such Intellectual Property Rights. Worker hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.

5.5 License to or Waiver of Other Rights

If Worker has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Herder by Worker, Worker hereby automatically upon receipt of payment from Herder unconditionally and irrevocably grants to Herder during the term of such rights, an exclusive, even as to Worker, irrevocable, perpetual, worldwide, fully paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Worker has any rights to such Work Product that cannot be assigned or licensed, Worker hereby automatically upon receipt of payment from Herder unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Herder or related to Herder’s customers, with respect to such rights, and agrees, at Herder’s request and expense, to consent to and join in any action to enforce such rights.

5.6 Assistance

Worker agrees to assist Herder in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Member Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Herder is unable, after reasonable effort, to secure Worker’s signature on any document needed in connection with the foregoing, Worker hereby designates and appoints Herder and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Worker.

6 Competitive or Conflicting Jobs

Worker agrees, during the term of the Member Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Worker’s obligations under the Member Contract. Worker warrants that there is no such contract or obligation in effect as of the Effective Date. Worker further agrees not to disclose to, deliver to, or induce Herder to use any confidential information that belongs to anyone other than Herder or Worker.

7 Confidential Information

Worker agrees that during the term of the Member Contract and thereafter, except as expressly authorized in writing by Herder, Worker (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Member Contract; (b) will not disclose or permit others to disclose any Confidential Information to any third party without first obtaining Herder’s express written consent; and (c) will limit access to Confidential Information to Worker personnel who need to know such information in connection with their work for Herder. "Confidential Information" means all information related to Herder’s business and prospects or related to a Work Product delivered or agreed to be delivered from Worker to Herder, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Herder’s employees, Workers, and any other service providers; (iv) information designated by Herder, either in writing or orally, as Confidential Information, (v) the existence of any business discussions, negotiations, or agreements between Herder and any third party; and (vi) all such information related to any third party that is disclosed to Herder or to Worker during the course of Herder’s business. Notwithstanding the foregoing, it is understood that Worker is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Member Contract, and Worker’s own skill, knowledge, know-how, and experience. Confidential Information shall not include information that was known to Worker prior to Herder's disclosure hereunder or that becomes publicly available through no fault of Worker.

8 Worker Representations and Warranties

Worker hereby represents and warrants that (a) the Work Product will be an original work of Worker and any third parties will have executed assignment agreement(s) consistent with this Agreement prior to being allowed to participate in the development of the Work Product; (b) the Work Product will fully conform to the requirements and terms set forth in the Member Contract; (c) neither the Work Product nor any element thereof will infringe or misappropriate the Intellectual Property Rights of any third party; (d) neither the Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Worker will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to third parties; (f) Worker has full right and power to enter into and perform the Member Contract without the consent of any third party; (g) Worker has an unqualified right to grant the license to all Background Technology as set forth in the Section 5.3; and (h) Worker will comply with all laws and regulations applicable to Worker’s obligations under the Member Contract.

9 Indemnification

Worker will defend, indemnify, and hold harmless Herder and Workherder against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Herder (i) alleging that any Work Product infringes upon any Intellectual Property Rights, (ii) alleging that any Work Product misappropriates any trade secrets, of any third party, or (iii) arising from Worker's breach of the terms of this Agreement.

10 Termination

10.1 Termination with Cause

Either party has the right to terminate the Member Contract immediately in the event that the other party has materially breached the Member Contract and fails to cure such breach within fifteen (15) days of receipt of notice by the nonbreaching party, setting forth in reasonable detail the nature of the breach. Such notice must comply with Workherder’s Refund and Cancellation Policy and the applicable Dispute Resolution Policy referenced therein. Herder may also terminate the Member Contract immediately in its sole discretion in the event of Worker’s material breach of Sections 5, 6 and 7.

10.2 Return of Property

Upon termination of the Member Contract or upon Herder’s request at any other time, Worker will deliver to Herder all of Herder’s property together with all copies thereof, and any other materials containing or disclosing any Work Product that Herder has paid for or Confidential Information.

10.3 Survival

In addition to the provisions of the Terms of Service that will survive, the following provisions will survive termination of the Member Contract: Sections 7, 8, 9, 10.1, 10.3, 13, and 14.

11 Multi-Employee Worker

Before any Worker’s employee, Worker or agent performs services in connection with the Member Contract or has access to Confidential Information, the employee, Worker or agent and Worker must have entered into a binding written agreement that contains provisions substantially equivalent to Sections 5, 6 and 7, and any modifications thereto. Worker agrees (a) that its employees, Workers and agents will not be entitled to or eligible for any benefits that Herder may make available to its employees; (b) to limit access to the Confidential Information to employees, Workers or agents of Worker who have a reasonable need to have such access in order to perform the Services pursuant to the Member Contract; and (c) to be solely responsible for all expenses incurred by any of its employees, Workers or agents in performing the services or otherwise performing its obligations under the Member Contract, except as set forth in this Agreement.

12 Disclaimer of Warranties

Other than the warranties expressly stated in this Services Agreement or the User Agreement, Worker disclaims all other warranties, express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, arising by statute or otherwise in law or from a course of dealing or usage or trade. Some states and jurisdictions do not allow for all the foregoing on implied warranties, so to that extent, if any, some or all of the above limitations may not apply.

13 Exclusions and Limitations of Liability

EXCEPT FOR A VIOLATION OF SECTION 7 HEREIN, IN NO EVENT SHALL EITHER WORKER OR HERDER BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THE MEMBER CONTRACT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS SERVICES AGREEMENT, EXCEPT FOR A VIOLATION OF SECTION 7, AND AS PROVIDED UNDER SECTION 9, IN NO EVENT WILL EITHER WORKER OR HERDER BE LIABLE TO THE OTHER FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED FOR THE WORK BUNDLE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, IN AN AMOUNT IN EXCESS OF THE AMOUNT THE HERDER PAID TO THE WORKER THROUGH THE SITE DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

14 General Provisions

14.1 Governing Law and Venue

The Member Contract and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Florida, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Herder and Worker hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for Orange County, Florida, for any lawsuit filed there against them by each other or by Workherder arising from or related to the Member Contract.

14.2 Severability

If any provision of the Member Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Member Contract will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

14.3 No Assignment

The Member Contract, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Work Bundle, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Member Contract will be binding upon assignees. Notwithstanding the foregoing, Herder may, without the consent of Worker, assign any rights and obligations under the Member Contract to an entity merging with, consolidating with, or purchasing substantially all its assets or stock. Any permitted assignment of the Member Contract shall be binding upon and enforceable by and against Herder’s and Worker’s successors and assigns, provided that any unauthorized assignment shall be null and void and constitute a breach of the Member Contract.

14.4 Notices

Each party must deliver all notices or other communications required or permitted under the Member Contract to the other party by uploading it to the Site.

14.5 Injunctive Relief

Worker acknowledges that, because its services are personal and unique and because Worker will have access to Confidential Information of Herder, any breach of the Member Contract by Worker would cause irreparable injury to Herder for which monetary damages may not be an adequate remedy and, therefore, will entitle Herder to injunctive relief (including specific performance). The rights and remedies provided to each party in the Member Contract are cumulative and in addition to any other rights and remedies available to such party at law or in equity

14.6 Waiver

Any waiver or failure to enforce any provision of the Member Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.7 Export

Worker agrees not to export, directly or indirectly, any U.S. technical data acquired from Herder or any products utilizing such data, to countries outside the United States, because such export could be in violation of the United States export laws or regulations.

14.8 Execution and Delivery; Binding Effect

The parties will evidence execution and delivery of the Member Contract with the intention of becoming legally bound, by accepting the Terms of Service on the Site.

14.9 Entire Agreement

The Member Contract is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the Member Contract, or any waiver of any rights under the Member Contract, will be effective,

15. Contacting Us

If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact Customer Support as follows:

Web Support: http://www.workherder.com

User Agreement

1. Acceptance of the User Agreement

Welcome to Workherder ("we" or "us" or the "Company"). The following terms and conditions (the "Terms") apply to your use of www.workherder.com (the "Site"), including any content, functionality and services offered on or through the Site (the "Services"). The Terms also include our Privacy Policy, which you can review here: http://www.workherder.com/privacy.

Please read this User Agreement (the "Agreement") carefully before you start using the Site. By using the Site, you accept and agree to be bound and abide by this Agreement. Should you disagree with some of the provisions herein, please discontinue using the Site, and contact us at help@workherder.com to discuss.

2. Changes to the Terms of Service and the Site

Because the Services are actively evolving, the Site is likely to change. We reserve the right to update the Site and this Agreement from time to time, at our discretion. We will take steps to announce any major change in a prominent way, on the Site. Your continued use of the Site following the publishing of an updated Agreement means that you accept and agree to the changes.

3. Accessing the Site, Security and Privacy

While we work hard to ensure the Site operates without interruption, we cannot guarantee your access to the Services. We also reserve the right to suspend or restrict your access to the Services. In any case, we will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period, nor for any data loss.

While certain areas of the Site are available to users without an Account ("Unregistered Users"), other areas and features are only accessible to users with Workherder accounts ("Registered Users", and together with Unregistered Users, the "Users"). To register for a Workherder account (an "Account"), you must enter your email address and choose a password. You must treat such Account information as confidential and not disclose the information to third parties. There is a password reset procedure in the event you forget your password, but please notify us of any breach of security. We highly recommend you choose a strong password and that you log out from your account at the end of every session.

It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. In the future, you may be asked to provide certain registration details or other information. You must not provide misleading information about your location. You must not register for more than one account without express written permission from Workherder. To register for an Account, you must be a legal entity, or an individual at least 18 years of age. When you register for an Account, you must agree to the Terms, including this Agreement. By registering for an Account, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described in the Terms and on the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Worker Services; and (c) perform your obligations as specified by the Independent Contractor Services Agreement. We reserve the right to disable any Account, at any time in our sole discretion, for any or no reason, including, if in our opinion you have failed to comply with any provision of these Terms.

We also do not guarantee that the Site or any content provided on the Site is error free. We manage your personal data according to our Privacy Policy.

4. Intellectual Property Rights and Use Guidelines.

The Site and its original content, layout, features and functionality is owned by the Company and protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to not copy, modify, create derivative works of, publicly display, publicly perform, republish, any of our copyrighted material, except to the extent permitted by the Site itself. If you have doubts about whether and how to use material on the Site, please address your concerns to: help@workherder.com.

For purposes of this Agreement, the term "Content" includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Site. For the purposes of this Agreement, "Content" also includes all User Content (as defined below).

All Content added, created, uploaded, submitted, distributed, or posted to the Site by Users (collectively "User Content"), whether publicly posted or privately transmitted, is the sole responsibility of such Users. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you on the Site is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.

By submitting public User Content through the Site, you hereby grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site and our businesses, our successors, and our assigns', including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party Sites and feeds). You also grant each user of the Site a non-exclusive, perpetual license to access your User Content through the Site, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, the foregoing license granted to us and our Users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

We reserve the right, but do not have any obligation, to (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated this Agreement), or for no reason at all and (ii) to remove or block any Content from the Site.

You are permitted to use the Site for legitimate business purposes, provided that your activities are lawful and in accordance with the Terms. Prohibited uses include violation of laws and regulations, hacking the Site in any manner, or violating the Content Standards set below. No right, title or interest in or to the Site or any Content on the Site is transferred to you, and all rights not expressly granted are reserved. Any use of the Site not expressly permitted by the Terms is a breach of the Terms and can lead to termination of your account.

We encourage your feedback, in the form of reviews, comments, and suggestions or recommendations for modifications, improvements or changes to the Services or the Site that you may choose in your sole discretion to provide us from time to time ("Feedback"). When you provide Feedback, you grant us, under all right, title and interest in and to the Feedback, a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use that Feedback or to incorporate it into the Site or other products or services.

The Site may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Site.

5. User Contributions and Content Standards

The Site contains user generated content in the form of publicly accessible work bundles ("Work Bundles"), message boards, personal web pages, forums or other interactive features that allow you to upload, post, submit, publish, display or transmit Content on or through the Site. All User Content must be lawful and clear of viruses or other malware. More specifically, but without limiting the foregoing, User Content must comply with the following Content Standards:

Not infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person.

Not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms.

Not be likely to deceive any person.

Not promote any illegal activity, or advocate, promote or assist any unlawful act.

Not cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

Not be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization.

Not involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

Not give the impression that they emanate from us or any other person or entity, if this is not the case.

Not used, if public, as test empty documents with no actual content, or typing exercises: please respect our community and help us minimize the clutter!

6. Law and Copyright Infringement

We do not review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any User or third party. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose User identities when required to do so by the law, including in response to a law enforcement request supported by a valid court order. You waive and hold harmless the Company from any claims resulting from any action taken by the Company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.

If you believe that any User Content violates your copyright, please follow the procedure set forth by article 512(c) of the Digital Millennium Copyright Act (DMCA) and provide us a written takedown notice that includes the following information:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
4. Information reasonably sufficient for us to contact you, such as email, physical mailing address, telephone number.
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The notice should be sent to the Company by email at dmca@workherder.com, or via mail to DMCA Designated Agent, c/o Workherder Inc, PO Box 701332, St. Cloud, FL 34770-1332.

7. Disclaimer of Warranties, Limitations of Liability and Indemnification.

You use the Site and Services at your own risk. The Services are provided "as is" and "as available". We disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. We are not liable for damages, direct or consequential, resulting from your use of the Site, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from your violation of any third party's rights. You acknowledge that you have only a limited, non-exclusive, nontransferable license to use the Site. Because the Site is not error or bug free, you agree that you will use it carefully and avoid using it in ways which might result in loss of your or any third party's property or information.

8. Governing Law and Jurisdiction.

The Terms and any dispute or claim arising out of, or related to it, shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. The exclusive venue for such disputes or claims shall be Federal and State courts with jurisdiction over the State of Florida.

9. Waiver and Severability.

Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Terms constitute the entire agreement between you and the Company and govern your use of the Site and Services, superseding any prior agreements (including, but not limited to, any prior versions of the Terms). If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

10. Transactions.

We are not a bank, and amounts transferred to or through your Account are not insured deposits. You will not receive interest or other earnings on the funds in your Account. The Company may earn and retain interest on those funds, may charge or deduct fees, may receive a reduction in fees or expenses charged, or may receive other compensation for banking, payment or other financial services related to the Account.

Transactions on the Site shall be in US Dollars. The Company is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars. Nor is the Company responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account.

11. Site Usage.

You are required to log onto the Site to manage Work Bundles and use the Works In Progress (WIP) areas to maintain an electronic record of all written communication, including clarifications and agreements around scope, deliverables, milestones, timeframes, price, feedback on deliverables, requests for revisions, acceptance of deliverables and completion of milestones. You must transcribe into the Workroom all relevant emails, instant messages, telephone or in-person conversations between the Client and the Company. If there is a dispute, all written communication on the Site, including Job postings, proposals, usage of the Terms and Change Order features, messages, and any communications transcribed to the WIP area will serve as the record for resolution of the dispute. Communication that is not saved in or copied to the WIP area cannot be submitted as evidence in the applicable dispute resolution process after a dispute is reported.

You agree to provide true, accurate and complete information whenever you post any information or content on the Site (including but not limited to requesting a new Work Bundle, bidding on a posted Work Bundle, posting your profile and providing Feedback). You agree to update such information whenever it changes. You agree to use good judgment when posting information, remarks or other content regarding other users, the Company, or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, the Company or any third party as a result of legally actionable or defamatory comments, remarks or other information or content which you post to the Site. Under federal law (specifically, the Communications Decency Act of 1996), the Company is not legally responsible for any remarks, information or other content posted or made available on the Site by any user or third party, even if such information or content is defamatory or otherwise legally actionable. The Company is not responsible for and does not monitor or censor content for accuracy or reliability. The Company reserves the right to remove or restrict access to any information, Content or Work Bundle posted or made available on the Site in its sole discretion, or if ordered to do so by a court, or if the Company considers such information or content to be in violation of the Terms.

12. Feedback

We encourage you to leave objective, balanced Feedback about those Users with whom you have transacted with on the Site. You acknowledge and agree that the Site may, from time to time, contain public Feedback from Users with whom you have transacted and that the Company may calculate a composite Feedback number based on these individual ratings. Workers agree to be rated by Herders along several criteria, as determined by the Company. The Company provides the Feedback and rating system as a means through which Users can express their opinions publicly, and the Company does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the a particular post or comment to the Company's attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. By law, the Company is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. You agree to report violations or abuses of our rating and feedback systems immediately by contacting Customer Support, and agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:

Leaving feedback for yourself, using a different username or another User's username.

Leaving fake or inaccurate feedback for another User.

Soliciting other Users to leave fake or inaccurate feedback.

Threatening to leave negative feedback to induce another User to perform a task not required by the Member Contract.

Withholding deliverables or funds required by the Member Contract to induce another User to leave positive feedback or no feedback.

Feedback solicitation such as offering to sell or buy services in exchange for good feedback, trading

feedback undeservedly or buying feedback.

In order to protect the integrity of the feedback system and protect our users from abuse, the Company will investigate and has the right, but not the obligation, to remove posted feedback or information under the following scenarios:

The feedback seeks to elicit or solicit a User's contact information, for an unrelated commercial or business purpose, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters."

The feedback contains language that is profane, vulgar, or racist or contains adult material. Insulting or inflammatory feedback is strongly discouraged but will not be removed.

The feedback is shown to have been left by any User who is in violation of the Company's Eligibility requirements, or by or for a User who has conducted any fraudulent transaction.

The feedback is not directly related to transactions conducted on the Site.

The feedback makes any reference to actions taken or purported to be taken by the Company or any law enforcement organization.

The Company is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the feedback or information posted is slanderous, libelous, defamatory or otherwise illegal.

The User who posted the feedback or information provided the Company with false contact information during the transaction period (as verified by the Company) and cannot be contacted by the Company.

The User who posted the feedback or information is participating in a transaction on the Site with the intent of leaving feedback as part of a campaign to harass Users (as verified by the Company).

The User who posted the feedback or information informs the Company that the feedback or information was intended for another user and reposts the feedback or information for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact Customer Support to file a feedback review request.

13. Dispute Resolution

To resolve a payment-related Dispute for a Work Bundle, you must first submit a Dispute Notice Form on the Site within 30 days of the date of the breach ("Breach Date"). This begins the Resolution process and you are the "Initiating Party." If you do not submit a Dispute Notice Form within 30 days of the Breach Date, you irrevocably waive any right to make a claim and to demand Arbitration via the Site.

If an Initiating Party properly initiates a Dispute on the Site, the non-disputing user (the "Opposing Party") has two Business Days to submit a Dispute Response. "Dispute Response" means: (1) if the Opposing Party is a Herder, that the Herder has not received all Deliverables required for a Release pursuant to the Member Contract, or (2) if the Opposing Party is the Worker, that Worker has delivered all Work Bundle Deliverables required.

If the Opposing Party does not submit a Dispute Response to the Site within two Business Days following the Initiating Party's submission of the Dispute Notice Form, the Company will then notify the Opposing Party and request a response. If Opposing Party does not respond to the Company within three Business Days of the Company's notification, then the Herder and the Worker will be deemed to have agreed to the remedy sought in the Dispute Notice Form.

If your Work In Progress does not have funds remaining in the Escrow Account or if Dispute Assistance is not requested on or before the Dispute Assistance Deadline, Workherder cannot offer further Dispute Assistance. If the parties do not resolve the Dispute within two Business Days, the Company will offer them the option to contact each other outside of this Policy, and then close the Dispute.

14. Cancellation and Refund

To cancel a Work In Progress and request a refund, you must first submit the Cancellation Form available on the Site. The other party to your Work In Progress will then have five calendar days (the "Approval Period") to either approve your request or submit the Dispute Notice Form available on the Site. You must then follow the applicable process described below. If you submit a Cancellation Form the following process will apply:

a) If the other party approves your request, then the Work In Progress is cancelled.
b) If the other party submits a Dispute Notice Form in the Approval Period, then you are required follow the policy detailed in the section "Dispute Resolution."
c) If the other party fails to submit a Dispute Notice Form in the Approval Period, then the Work In Progress will be cancelled
and: (i) for escrow funds will be released from the escrow to the extent of any funded balance; and (ii)
for any remaining balance, you are required to follow the policy described in the section "Dispute Resolution"; and (iii) the Company may suspend the other party.

15. Escrow

When a Herder clicks to approve the funding of Escrow, it constitutes Herder's irrevocable agreement to pay those funds into an Escrow Account for that Work Bundle. Herder hereby automatically and irrevocably authorizes the Company to charge Client's Payment Method and Account in the amount so approved, and to deposit any amount collected into the Escrow Account. If the Company cannot collect the amount of the Funding Approval for any reason, Company has no obligation with respect to the creation, funding or increased funding of the Escrow Account.

Once Herder has deposited such amounts into an Escrow Account, it is non-refundable except pursuant to these Escrow Instructions and the Refund and Cancellation Policy and the Dispute Resolution Policy referenced therein. Herder acknowledges and agrees that Company will provide these escrow services or Worker may perform work, all in reliance on the Escrow Account and these Escrow Instructions. Therefore, and in consideration of the escrow services provided by Company, Herder agrees that once Company has charged Herder's Payment Method, the charge is non-refundable. Herder agrees not to ask its credit card company, bank or other payment service provider to charge back any amount to Company for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Herder does so, Herder hereby agrees that Company may dispute or appeal the chargeback, or institute collection action against Client, and Client agrees to repay Company for the amount of the chargeback plus reasonable attorney fees and costs of collection incurred by Company to recover such amounts from Client, and administrative fees in the amount of $2,000, which amount Client hereby agrees is reasonable.

You agree that you will not receive interest or other earnings on the funds in the Escrow Account. Company may charge or deduct fees, may receive a reduction in fees or expenses charged, or may receive other compensation for banking, payment or other financial services related to the Escrow Accounts.

Company will use and release funds deposited in the Escrow Account only in accordance with the Escrow Instructions. Company will not voluntarily make funds deposited in the Escrow Account available to its creditors, or the creditors of Company, in the event of a bankruptcy or for any other purpose.

For any dispute arising between Herder and Worker regarding an Escrow (excluding disputes involving claims for injunctive or other equitable relief), the Herder and Worker will pursue resolution of the dispute in accordance with the Refund and Cancellation Policy and/or the Dispute Resolution Policy referenced therein. During the process of Dispute resolution set forth in those policies, Company will continue to hold the Escrow pending a Release Condition.

Company is authorized to and will release applicable portions of the Escrow Account (each portion a "Release") to Worker or Herder via the Site, only pursuant to one or more Release Conditions provided below. Worker and Herder authorize Company to deliver the amount of any Release to Company for the benefit of the other party, and authorize Company to deliver the amount of such Release to the other party and to deduct those amounts Company is entitled to withhold pursuant to these

As used in these Escrow Instructions, "Release Condition" means any of the following:

Worker has requested a refund to Herder.

Worker has approved Herder's Refund or Cancellation request pursuant to the Refund and Cancellation Policy.

Worker has failed timely to respond to Herder's Refund or Cancellation request pursuant to the Refund and Cancellation Policy.

Herder and Worker have submitted joint written instructions for a Release.

Herder or Worker has failed timely to submit Contrary Instructions to the other party's Release request pursuant to the Dispute Resolution Policy.

Herder or Worker has failed timely to submit to binding arbitration pursuant to the Dispute Resolution Policy.

Herder or Worker has failed timely to respond to a Dispute Assistance notification, or has otherwise failed to comply with the Dispute Resolution Policy.

We have determined in our discretion that one party has committed or is attempting to commit a fraud related to the Site or Services, in which case the Company will Release the funds to the original payment source.

Worker and Herder agree that Company will deduct certain Service Fees and Payment Processing Fees from any amount Released to Worker. If escrow funds are Released to Herder, Worker and Herder agree that Company may deduct an escrow fee equal to the greater of $25 or 3% of the amount of the Release, to recover banking and payment processing fees, administrative costs, and other costs and expenses of receiving and holding funds.

If Herder clicks to Release funds from an Escrow Account, or if any other Release Condition occurs, we may release those funds to the Worker in reliance on these Escrow Instructions. We have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of the Site Services including the Escrow Services provided by Company and the mutual obligations of the parties hereunder, Client must not ask its credit card company, bank or other Payment Method provider to charge back any amount Released. Instead, if Herder believes it is entitled to a refund from Worker or from Company, Herder agrees it must follow the procedures specified in the Refund and Cancellation section off this document. A chargeback in breach of the foregoing obligation is a material breach of these Escrow Instructions and this Agreement. If Herder does so, Herder hereby agrees that Company may dispute or appeal the chargeback, or institute action permitted under the User Agreement including collection action against Herder, and Herder agrees to repay Company for the amount of the chargeback and reasonable attorney fees and costs of collection incurred by Company to recover such amounts from Client, plus administrative fees in the amount of $2,000 which amount Herder hereby agrees is reasonable.

Upon any Release, the Escrow will terminate as it relates to the portion of the Escrow Account so released. Upon Release for the final milestone, the entire Escrow Account will terminate.

Company reserves the right to seek reimbursement from you, and you will reimburse Company, if Company discovers erroneous or duplicate transactions, or Company receives a charge back from your payment method, credit card company, bank, or PayPal. You agree that Company has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account.

Company is not a party to the dealing between Herder and Worker, including posts, proposals, screening, selection, contracting, performance of Work Bundles and payment for a Work Bundle. Company does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Worker Services advertised, the truth or accuracy of Work Bundle listings, the qualifications, background, or identities of Members, the ability of Workers to deliver Worker Services, the ability of Clients to pay for Services, or that a Herder or Worker can or will actually complete a transaction. The Company is not required to and does not verify any information given to us by Workers or Herders, nor does the Company perform background checks on Workers or Herders. The Company may provide information about a Worker or Herder, such as a strength or risk score, geographical location, or third party background check or verification of identity or credentials. However, such information is based solely on data that Worker or Herder submits. The Company provides such information solely for the convenience of Registered Users and is not an introduction, endorsement or recommendation by the Company.

This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and the Company, except and solely to the extent expressly stated in the Agreement.

16. Service Fees

When a Herder pays a Worker or releases escrow funds to a Worker, we credit the Worker and deduct a fee for creating, hosting, maintaining, and providing the Site ("Service Fee"). The Service Fee is equal to 10% of the purchase price of the Work Bundle.

17. Other

The Site contains a directory of Workers (the "Directory"). The Directory is populated with information from third party sources, Workers, and other Users. We provide the Directory as a convenience and do not confirm or verify the information contained in it.

Any information or content expressed or made available by these Users or third parties is that of the respective author(s) or distributor(s) and not of the Company. The Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on the Site by anyone other than authorized Company employees acting in their official capacities.

This Site may contain links to third-party websites (a "Third Party Site"). The Site may also contain applications that allow you to access Third Party Sites via the Site. Such Third Party Sites are owned and operated by the third parties and/or their licensors. Your access and use of Third Party Sites, including online communication services such as chat and email, will be governed by the terms and policies of the applicable Third Party Site. You acknowledge and agree that Company is not responsible or liable for: (i) the availability or accuracy of Third Party Sites; or (ii) the content, advertising, or products on or available from Third Party Sites. You are responsible for deciding if you want to access a Third Party Site by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and the related services at your own risk, and agree that your use of an application via the Site is on an "as-is" basis without any warranty for any purpose.

In addition to acknowledging that Company is not a party to any contract between a Herder and Worker, you hereby release Company (and our affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute whether it be at law or in equity. This includes any dispute you have with another User including, for example, any disputes regarding the performance, functions, and quality of the Worker Services provided to a Herder by a Worker and requests for refunds based upon disputes.

The Site is controlled and operated from its facilities in the United States. Company makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software. You may not use or access the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

Neither of the parties to this Agreement will be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay.

This Agreement will become effective upon your first visit to the Site and for the duration of your visit or use of the Site. Unless both you and Company agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice. In the event you properly terminate the contract represented by this Agreement, your Account is automatically terminated and (i) Company will continue to perform those services necessary to complete any open transaction between you and another User; and (ii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Company for Services and to any Workers for any Worker Services.

Without limiting Company's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your access, Account or a WIP, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement, the Terms of Service, or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Users or for Company or are contrary to the interests of the Site or the Users. Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account. Without limiting Company's other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed to Company under this Agreement, you must pay Company all fees owed to Company and reimburse Company for all losses and costs (including any and all Company employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.

18. Contact

We welcome any comment, question and communication at help@workherder.com.

User Agreement

1. Acceptance of the User Agreement

Welcome to Workherder ("we" or "us" or the "Company"). The following terms and conditions (the "Terms") apply to your use of www.workherder.com (the "Site"), including any content, functionality and services offered on or through the Site (the "Services"). The Terms also include our Privacy Policy, which you can review here: http://www.workherder.com/privacy.

Please read this User Agreement (the "Agreement") carefully before you start using the Site. By using the Site, you accept and agree to be bound and abide by this Agreement. Should you disagree with some of the provisions herein, please discontinue using the Site, and contact us at help@workherder.com to discuss.

2. Changes to the Terms of Service and the Site

Because the Services are actively evolving, the Site is likely to change. We reserve the right to update the Site and this Agreement from time to time, at our discretion. We will take steps to announce any major change in a prominent way, on the Site. Your continued use of the Site following the publishing of an updated Agreement means that you accept and agree to the changes.

3. Accessing the Site, Security and Privacy

While we work hard to ensure the Site operates without interruption, we cannot guarantee your access to the Services. We also reserve the right to suspend or restrict your access to the Services. In any case, we will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period, nor for any data loss.

While certain areas of the Site are available to users without an Account ("Unregistered Users"), other areas and features are only accessible to users with Workherder accounts ("Registered Users", and together with Unregistered Users, the "Users"). To register for a Workherder account (an "Account"), you must enter your email address and choose a password. You must treat such Account information as confidential and not disclose the information to third parties. There is a password reset procedure in the event you forget your password, but please notify us of any breach of security. We highly recommend you choose a strong password and that you log out from your account at the end of every session.

It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. In the future, you may be asked to provide certain registration details or other information. You must not provide misleading information about your location. You must not register for more than one account without express written permission from Workherder. To register for an Account, you must be a legal entity, or an individual at least 18 years of age. When you register for an Account, you must agree to the Terms, including this Agreement. By registering for an Account, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described in the Terms and on the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Worker Services; and (c) perform your obligations as specified by the Independent Contractor Services Agreement. We reserve the right to disable any Account, at any time in our sole discretion, for any or no reason, including, if in our opinion you have failed to comply with any provision of these Terms.

We also do not guarantee that the Site or any content provided on the Site is error free. We manage your personal data according to our Privacy Policy.

4. Intellectual Property Rights and Use Guidelines.

The Site and its original content, layout, features and functionality is owned by the Company and protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to not copy, modify, create derivative works of, publicly display, publicly perform, republish, any of our copyrighted material, except to the extent permitted by the Site itself. If you have doubts about whether and how to use material on the Site, please address your concerns to: help@workherder.com.

For purposes of this Agreement, the term "Content" includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Site. For the purposes of this Agreement, "Content" also includes all User Content (as defined below).

All Content added, created, uploaded, submitted, distributed, or posted to the Site by Users (collectively "User Content"), whether publicly posted or privately transmitted, is the sole responsibility of such Users. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you on the Site is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.

By submitting public User Content through the Site, you hereby grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site and our businesses, our successors, and our assigns', including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party Sites and feeds). You also grant each user of the Site a non-exclusive, perpetual license to access your User Content through the Site, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, the foregoing license granted to us and our Users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

We reserve the right, but do not have any obligation, to (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated this Agreement), or for no reason at all and (ii) to remove or block any Content from the Site.

You are permitted to use the Site for legitimate business purposes, provided that your activities are lawful and in accordance with the Terms. Prohibited uses include violation of laws and regulations, hacking the Site in any manner, or violating the Content Standards set below. No right, title or interest in or to the Site or any Content on the Site is transferred to you, and all rights not expressly granted are reserved. Any use of the Site not expressly permitted by the Terms is a breach of the Terms and can lead to termination of your account.

We encourage your feedback, in the form of reviews, comments, and suggestions or recommendations for modifications, improvements or changes to the Services or the Site that you may choose in your sole discretion to provide us from time to time ("Feedback"). When you provide Feedback, you grant us, under all right, title and interest in and to the Feedback, a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use that Feedback or to incorporate it into the Site or other products or services.

The Site may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Site.

5. User Contributions and Content Standards

The Site contains user generated content in the form of publicly accessible work bundles ("Work Bundles"), message boards, personal web pages, forums or other interactive features that allow you to upload, post, submit, publish, display or transmit Content on or through the Site. All User Content must be lawful and clear of viruses or other malware. More specifically, but without limiting the foregoing, User Content must comply with the following Content Standards:

Not infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person.

Not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms.

Not be likely to deceive any person.

Not promote any illegal activity, or advocate, promote or assist any unlawful act.

Not cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

Not be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization.

Not involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

Not give the impression that they emanate from us or any other person or entity, if this is not the case.

Not used, if public, as test empty documents with no actual content, or typing exercises: please respect our community and help us minimize the clutter!

6. Law and Copyright Infringement

We do not review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any User or third party. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose User identities when required to do so by the law, including in response to a law enforcement request supported by a valid court order. You waive and hold harmless the Company from any claims resulting from any action taken by the Company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.

If you believe that any User Content violates your copyright, please follow the procedure set forth by article 512(c) of the Digital Millennium Copyright Act (DMCA) and provide us a written takedown notice that includes the following information:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
4. Information reasonably sufficient for us to contact you, such as email, physical mailing address, telephone number.
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The notice should be sent to the Company by email at dmca@workherder.com, or via mail to DMCA Designated Agent, c/o Workherder Inc, PO Box 701332, St. Cloud, FL 34770-1332.

7. Disclaimer of Warranties, Limitations of Liability and Indemnification.

You use the Site and Services at your own risk. The Services are provided "as is" and "as available". We disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. We are not liable for damages, direct or consequential, resulting from your use of the Site, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from your violation of any third party's rights. You acknowledge that you have only a limited, non-exclusive, nontransferable license to use the Site. Because the Site is not error or bug free, you agree that you will use it carefully and avoid using it in ways which might result in loss of your or any third party's property or information.

8. Governing Law and Jurisdiction.

The Terms and any dispute or claim arising out of, or related to it, shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. The exclusive venue for such disputes or claims shall be Federal and State courts with jurisdiction over the State of Florida.

9. Waiver and Severability.

Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Terms constitute the entire agreement between you and the Company and govern your use of the Site and Services, superseding any prior agreements (including, but not limited to, any prior versions of the Terms). If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

10. Transactions.

We are not a bank, and amounts transferred to or through your Account are not insured deposits. You will not receive interest or other earnings on the funds in your Account. The Company may earn and retain interest on those funds, may charge or deduct fees, may receive a reduction in fees or expenses charged, or may receive other compensation for banking, payment or other financial services related to the Account.

Transactions on the Site shall be in US Dollars. The Company is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars. Nor is the Company responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account.

11. Site Usage.

You are required to log onto the Site to manage Work Bundles and use the Works In Progress (WIP) areas to maintain an electronic record of all written communication, including clarifications and agreements around scope, deliverables, milestones, timeframes, price, feedback on deliverables, requests for revisions, acceptance of deliverables and completion of milestones. You must transcribe into the Workroom all relevant emails, instant messages, telephone or in-person conversations between the Client and the Company. If there is a dispute, all written communication on the Site, including Job postings, proposals, usage of the Terms and Change Order features, messages, and any communications transcribed to the WIP area will serve as the record for resolution of the dispute. Communication that is not saved in or copied to the WIP area cannot be submitted as evidence in the applicable dispute resolution process after a dispute is reported.

You agree to provide true, accurate and complete information whenever you post any information or content on the Site (including but not limited to requesting a new Work Bundle, bidding on a posted Work Bundle, posting your profile and providing Feedback). You agree to update such information whenever it changes. You agree to use good judgment when posting information, remarks or other content regarding other users, the Company, or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, the Company or any third party as a result of legally actionable or defamatory comments, remarks or other information or content which you post to the Site. Under federal law (specifically, the Communications Decency Act of 1996), the Company is not legally responsible for any remarks, information or other content posted or made available on the Site by any user or third party, even if such information or content is defamatory or otherwise legally actionable. The Company is not responsible for and does not monitor or censor content for accuracy or reliability. The Company reserves the right to remove or restrict access to any information, Content or Work Bundle posted or made available on the Site in its sole discretion, or if ordered to do so by a court, or if the Company considers such information or content to be in violation of the Terms.

12. Feedback

We encourage you to leave objective, balanced Feedback about those Users with whom you have transacted with on the Site. You acknowledge and agree that the Site may, from time to time, contain public Feedback from Users with whom you have transacted and that the Company may calculate a composite Feedback number based on these individual ratings. Workers agree to be rated by Herders along several criteria, as determined by the Company. The Company provides the Feedback and rating system as a means through which Users can express their opinions publicly, and the Company does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the a particular post or comment to the Company's attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. By law, the Company is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. You agree to report violations or abuses of our rating and feedback systems immediately by contacting Customer Support, and agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:

Leaving feedback for yourself, using a different username or another User's username.

Leaving fake or inaccurate feedback for another User.

Soliciting other Users to leave fake or inaccurate feedback.

Threatening to leave negative feedback to induce another User to perform a task not required by the Member Contract.

Withholding deliverables or funds required by the Member Contract to induce another User to leave positive feedback or no feedback.

Feedback solicitation such as offering to sell or buy services in exchange for good feedback, trading

feedback undeservedly or buying feedback.

In order to protect the integrity of the feedback system and protect our users from abuse, the Company will investigate and has the right, but not the obligation, to remove posted feedback or information under the following scenarios:

The feedback seeks to elicit or solicit a User's contact information, for an unrelated commercial or business purpose, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters."

The feedback contains language that is profane, vulgar, or racist or contains adult material. Insulting or inflammatory feedback is strongly discouraged but will not be removed.

The feedback is shown to have been left by any User who is in violation of the Company's Eligibility requirements, or by or for a User who has conducted any fraudulent transaction.

The feedback is not directly related to transactions conducted on the Site.

The feedback makes any reference to actions taken or purported to be taken by the Company or any law enforcement organization.

The Company is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the feedback or information posted is slanderous, libelous, defamatory or otherwise illegal.

The User who posted the feedback or information provided the Company with false contact information during the transaction period (as verified by the Company) and cannot be contacted by the Company.

The User who posted the feedback or information is participating in a transaction on the Site with the intent of leaving feedback as part of a campaign to harass Users (as verified by the Company).

The User who posted the feedback or information informs the Company that the feedback or information was intended for another user and reposts the feedback or information for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact Customer Support to file a feedback review request.

13. Dispute Resolution

To resolve a payment-related Dispute for a Work Bundle, you must first submit a Dispute Notice Form on the Site within 30 days of the date of the breach ("Breach Date"). This begins the Resolution process and you are the "Initiating Party." If you do not submit a Dispute Notice Form within 30 days of the Breach Date, you irrevocably waive any right to make a claim and to demand Arbitration via the Site.

If an Initiating Party properly initiates a Dispute on the Site, the non-disputing user (the "Opposing Party") has two Business Days to submit a Dispute Response. "Dispute Response" means: (1) if the Opposing Party is a Herder, that the Herder has not received all Deliverables required for a Release pursuant to the Member Contract, or (2) if the Opposing Party is the Worker, that Worker has delivered all Work Bundle Deliverables required.

If the Opposing Party does not submit a Dispute Response to the Site within two Business Days following the Initiating Party's submission of the Dispute Notice Form, the Company will then notify the Opposing Party and request a response. If Opposing Party does not respond to the Company within three Business Days of the Company's notification, then the Herder and the Worker will be deemed to have agreed to the remedy sought in the Dispute Notice Form.

If your Work In Progress does not have funds remaining in the Escrow Account or if Dispute Assistance is not requested on or before the Dispute Assistance Deadline, Workherder cannot offer further Dispute Assistance. If the parties do not resolve the Dispute within two Business Days, the Company will offer them the option to contact each other outside of this Policy, and then close the Dispute.

14. Cancellation and Refund

To cancel a Work In Progress and request a refund, you must first submit the Cancellation Form available on the Site. The other party to your Work In Progress will then have five calendar days (the "Approval Period") to either approve your request or submit the Dispute Notice Form available on the Site. You must then follow the applicable process described below. If you submit a Cancellation Form the following process will apply:

a) If the other party approves your request, then the Work In Progress is cancelled.
b) If the other party submits a Dispute Notice Form in the Approval Period, then you are required follow the policy detailed in the section "Dispute Resolution."
c) If the other party fails to submit a Dispute Notice Form in the Approval Period, then the Work In Progress will be cancelled
and: (i) for escrow funds will be released from the escrow to the extent of any funded balance; and (ii)
for any remaining balance, you are required to follow the policy described in the section "Dispute Resolution"; and (iii) the Company may suspend the other party.

15. Escrow

When a Herder clicks to approve the funding of Escrow, it constitutes Herder's irrevocable agreement to pay those funds into an Escrow Account for that Work Bundle. Herder hereby automatically and irrevocably authorizes the Company to charge Client's Payment Method and Account in the amount so approved, and to deposit any amount collected into the Escrow Account. If the Company cannot collect the amount of the Funding Approval for any reason, Company has no obligation with respect to the creation, funding or increased funding of the Escrow Account.

Once Herder has deposited such amounts into an Escrow Account, it is non-refundable except pursuant to these Escrow Instructions and the Refund and Cancellation Policy and the Dispute Resolution Policy referenced therein. Herder acknowledges and agrees that Company will provide these escrow services or Worker may perform work, all in reliance on the Escrow Account and these Escrow Instructions. Therefore, and in consideration of the escrow services provided by Company, Herder agrees that once Company has charged Herder's Payment Method, the charge is non-refundable. Herder agrees not to ask its credit card company, bank or other payment service provider to charge back any amount to Company for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Herder does so, Herder hereby agrees that Company may dispute or appeal the chargeback, or institute collection action against Client, and Client agrees to repay Company for the amount of the chargeback plus reasonable attorney fees and costs of collection incurred by Company to recover such amounts from Client, and administrative fees in the amount of $2,000, which amount Client hereby agrees is reasonable.

You agree that you will not receive interest or other earnings on the funds in the Escrow Account. Company may charge or deduct fees, may receive a reduction in fees or expenses charged, or may receive other compensation for banking, payment or other financial services related to the Escrow Accounts.

Company will use and release funds deposited in the Escrow Account only in accordance with the Escrow Instructions. Company will not voluntarily make funds deposited in the Escrow Account available to its creditors, or the creditors of Company, in the event of a bankruptcy or for any other purpose.

For any dispute arising between Herder and Worker regarding an Escrow (excluding disputes involving claims for injunctive or other equitable relief), the Herder and Worker will pursue resolution of the dispute in accordance with the Refund and Cancellation Policy and/or the Dispute Resolution Policy referenced therein. During the process of Dispute resolution set forth in those policies, Company will continue to hold the Escrow pending a Release Condition.

Company is authorized to and will release applicable portions of the Escrow Account (each portion a "Release") to Worker or Herder via the Site, only pursuant to one or more Release Conditions provided below. Worker and Herder authorize Company to deliver the amount of any Release to Company for the benefit of the other party, and authorize Company to deliver the amount of such Release to the other party and to deduct those amounts Company is entitled to withhold pursuant to these

As used in these Escrow Instructions, "Release Condition" means any of the following:

Worker has requested a refund to Herder.

Worker has approved Herder's Refund or Cancellation request pursuant to the Refund and Cancellation Policy.

Worker has failed timely to respond to Herder's Refund or Cancellation request pursuant to the Refund and Cancellation Policy.

Herder and Worker have submitted joint written instructions for a Release.

Herder or Worker has failed timely to submit Contrary Instructions to the other party's Release request pursuant to the Dispute Resolution Policy.

Herder or Worker has failed timely to submit to binding arbitration pursuant to the Dispute Resolution Policy.

Herder or Worker has failed timely to respond to a Dispute Assistance notification, or has otherwise failed to comply with the Dispute Resolution Policy.

We have determined in our discretion that one party has committed or is attempting to commit a fraud related to the Site or Services, in which case the Company will Release the funds to the original payment source.

Worker and Herder agree that Company will deduct certain Service Fees and Payment Processing Fees from any amount Released to Worker. If escrow funds are Released to Herder, Worker and Herder agree that Company may deduct an escrow fee equal to the greater of $25 or 3% of the amount of the Release, to recover banking and payment processing fees, administrative costs, and other costs and expenses of receiving and holding funds.

If Herder clicks to Release funds from an Escrow Account, or if any other Release Condition occurs, we may release those funds to the Worker in reliance on these Escrow Instructions. We have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of the Site Services including the Escrow Services provided by Company and the mutual obligations of the parties hereunder, Client must not ask its credit card company, bank or other Payment Method provider to charge back any amount Released. Instead, if Herder believes it is entitled to a refund from Worker or from Company, Herder agrees it must follow the procedures specified in the Refund and Cancellation section off this document. A chargeback in breach of the foregoing obligation is a material breach of these Escrow Instructions and this Agreement. If Herder does so, Herder hereby agrees that Company may dispute or appeal the chargeback, or institute action permitted under the User Agreement including collection action against Herder, and Herder agrees to repay Company for the amount of the chargeback and reasonable attorney fees and costs of collection incurred by Company to recover such amounts from Client, plus administrative fees in the amount of $2,000 which amount Herder hereby agrees is reasonable.

Upon any Release, the Escrow will terminate as it relates to the portion of the Escrow Account so released. Upon Release for the final milestone, the entire Escrow Account will terminate.

Company reserves the right to seek reimbursement from you, and you will reimburse Company, if Company discovers erroneous or duplicate transactions, or Company receives a charge back from your payment method, credit card company, bank, or PayPal. You agree that Company has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account.

Company is not a party to the dealing between Herder and Worker, including posts, proposals, screening, selection, contracting, performance of Work Bundles and payment for a Work Bundle. Company does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Worker Services advertised, the truth or accuracy of Work Bundle listings, the qualifications, background, or identities of Members, the ability of Workers to deliver Worker Services, the ability of Clients to pay for Services, or that a Herder or Worker can or will actually complete a transaction. The Company is not required to and does not verify any information given to us by Workers or Herders, nor does the Company perform background checks on Workers or Herders. The Company may provide information about a Worker or Herder, such as a strength or risk score, geographical location, or third party background check or verification of identity or credentials. However, such information is based solely on data that Worker or Herder submits. The Company provides such information solely for the convenience of Registered Users and is not an introduction, endorsement or recommendation by the Company.

This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and the Company, except and solely to the extent expressly stated in the Agreement.

16. Service Fees

When a Herder pays a Worker or releases escrow funds to a Worker, we credit the Worker and deduct a fee for creating, hosting, maintaining, and providing the Site ("Service Fee"). The Service Fee is equal to 10% of the purchase price of the Work Bundle.

17. Other

The Site contains a directory of Workers (the "Directory"). The Directory is populated with information from third party sources, Workers, and other Users. We provide the Directory as a convenience and do not confirm or verify the information contained in it.

Any information or content expressed or made available by these Users or third parties is that of the respective author(s) or distributor(s) and not of the Company. The Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on the Site by anyone other than authorized Company employees acting in their official capacities.

This Site may contain links to third-party websites (a "Third Party Site"). The Site may also contain applications that allow you to access Third Party Sites via the Site. Such Third Party Sites are owned and operated by the third parties and/or their licensors. Your access and use of Third Party Sites, including online communication services such as chat and email, will be governed by the terms and policies of the applicable Third Party Site. You acknowledge and agree that Company is not responsible or liable for: (i) the availability or accuracy of Third Party Sites; or (ii) the content, advertising, or products on or available from Third Party Sites. You are responsible for deciding if you want to access a Third Party Site by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and the related services at your own risk, and agree that your use of an application via the Site is on an "as-is" basis without any warranty for any purpose.

In addition to acknowledging that Company is not a party to any contract between a Herder and Worker, you hereby release Company (and our affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute whether it be at law or in equity. This includes any dispute you have with another User including, for example, any disputes regarding the performance, functions, and quality of the Worker Services provided to a Herder by a Worker and requests for refunds based upon disputes.

The Site is controlled and operated from its facilities in the United States. Company makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software. You may not use or access the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

Neither of the parties to this Agreement will be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay.

This Agreement will become effective upon your first visit to the Site and for the duration of your visit or use of the Site. Unless both you and Company agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice. In the event you properly terminate the contract represented by this Agreement, your Account is automatically terminated and (i) Company will continue to perform those services necessary to complete any open transaction between you and another User; and (ii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Company for Services and to any Workers for any Worker Services.

Without limiting Company's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your access, Account or a WIP, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement, the Terms of Service, or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Users or for Company or are contrary to the interests of the Site or the Users. Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account. Without limiting Company's other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed to Company under this Agreement, you must pay Company all fees owed to Company and reimburse Company for all losses and costs (including any and all Company employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.

18. Contact

We welcome any comment, question and communication at help@workherder.com.

Independent Contractor Services Agreement

A Worker works for a Herder as an independent contractor

The Herder receives full intellectual property rights for any Work Bundle he or she purchases

If a Herder and a Worker enter an independent contractor relationship, then this Independent Contractor Services Agreement ("Services Agreement") will apply. This Services Agreement is effective as of August 1, 2013. Your continued use of Workherder.com (the "Site") after such date will signify your acceptance of this Services Agreement. We reserve the right to modify the provisions in this policy without prior notice to you, so please check back often for updates.

This Services Agreement incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service ("Terms of Service"). Capitalized terms not defined in this Agreement are defined elsewhere in the Terms of Service, or have the meanings given such terms on the Site.

In some cases, Workers may be deemed to be employees under applicable law. If you are not certain whether your relationship is that of an independent contractor, consult your legal advisor.

A Herder is solely responsible for determining whether Worker is its independent contractor or employee. Workherder disclaims any liability for that determination.

1 Member Contract

Herder agrees to purchase, and Worker agrees to deliver, the WorkBundle in accordance with their Member Contract. However, no Work Bundle term or contractual provision may modify any Mandatory Terms. Conflicts in the Member Contract will be resolved in the following order of precedence: (1) the Mandatory Terms; (2) the Work Bundle terms, as awarded and accepted on the Site; (3) this Services Agreement.

HERDER AND WORKER IRREVOCABLY AGREE THAT ANY PART OF THEIR MEMBER CONTRACT THAT CONFLICTS WITH OR PURPORTS TO MODIFY THE MANDATORY TERMS WILL BE NULL AND VOID WHILE THE OTHER PARTS OF THE MEMBER CONTRACT SHALL REMAIN VALID AND BINDING.

2 Responsibilities and Performance

Herder is responsible for specifying its job, screening, hiring, managing, inspecting, accepting and paying for Worker Services in accordance with the Member Contract in a timely and professional manner. Worker is responsible for the performance and quality of the Worker Services in accordance with the Member Contract in a timely and professional manner, consistent with industry practice, at a location, place and time that Worker deems appropriate. Herder and Worker each covenants and agrees to act in good faith and deal fairly in the performance of the Member Contract.

3 Duration of Services

The term of the Member Contract commences and terminates on the dates specified in the Work Bundle terms, unless both Herder and Worker otherwise agree in the Workroom.

4 Independent Worker Relationship

Worker’s relationship with Herder will be that of an independent contractor, and nothing in the Member Contract will be construed to create a partnership, joint venture, or employer-employee relationship. Worker is not the agent of Herder and is not authorized to make any representation, contract, or commitment on behalf of Herder. The Worker will choose the manner and means to perform Worker Services. Worker will provide its own equipment, tools, and other materials at its own expense. Worker, at its sole cost and expense, will maintain appropriate insurance in accordance with generally accepted industry standards.

Worker is solely and exclusively liable for complying with, and making all payments under, all applicable state, federal and international laws, including laws governing self-employed individuals if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Worker under the Member Contract. Neither Herder nor Workherder will withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Worker’s behalf. Worker hereby agrees to indemnify and defend Herder and Workherder against any and all such taxes or contributions, including penalties and interest. Worker will provide proof of payment of appropriate taxes on fees paid to Worker upon reasonable request of Herder or Workherder.

5 Intellectual Property Rights

5.1 Certain Defined Terms

The following capitalized terms have the following meanings:

BACKGROUND TECHNOLOGY means all Inventions developed by Worker other than in the course of providing services to Herder under the Member Contract and all Inventions acquired or licensed by Worker that Worker uses in performing Worker Services or incorporates into Work Bundle.

INTELLECTUAL PROPERTY RIGHTS has the meaning given in the Definitions.

WORK PRODUCT means any and all work product developed by Worker as required to complete the Work Bundle and delivered to the Herder in the performance of the Work Bundle, excluding Background Technology.

5.2 Background Technology

Worker will disclose any Background Technology that Worker proposes to use or incorporate in connection with performance of its services to Herder. If Worker discloses no Background Technology, Worker warrants that it will not use Background Technology or incorporate it into Work Product provided pursuant thereto. Unless otherwise agreed in the Work Bundle, Worker will not incorporate into Work Product or otherwise deliver to Herder any software code licensed under the GNU GPL, GNU LGPL, or any other license that by its terms requires, or conditions the use or distribution of such code on, the disclosure, licensing, or distribution of the Work Product or any source code owned or licensed by the Herder.

5.3 License to Background Technology

Worker hereby automatically upon receipt of payment from Herder, grants to Herder a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.

5.4 Ownership of Work Product and Intellectual Property

Worker agrees that the Work Product is work made for hire. If any Work Product does not qualify as work made for hire, Worker agrees that, upon Worker’s receipt of payment from Herder, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Herder, and Herder will be deemed to be the author thereof. If Worker has any Intellectual Property Rights to the Work Product that are not owned by Herder upon Worker’s receipt of payment, Worker hereby automatically irrevocably assigns to Herder all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth below, Worker retains no rights to use, and agrees not to challenge the validity of Herder’s ownership in, such Intellectual Property Rights. Worker hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.

5.5 License to or Waiver of Other Rights

If Worker has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Herder by Worker, Worker hereby automatically upon receipt of payment from Herder unconditionally and irrevocably grants to Herder during the term of such rights, an exclusive, even as to Worker, irrevocable, perpetual, worldwide, fully paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Worker has any rights to such Work Product that cannot be assigned or licensed, Worker hereby automatically upon receipt of payment from Herder unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Herder or related to Herder’s customers, with respect to such rights, and agrees, at Herder’s request and expense, to consent to and join in any action to enforce such rights.

5.6 Assistance

Worker agrees to assist Herder in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Member Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Herder is unable, after reasonable effort, to secure Worker’s signature on any document needed in connection with the foregoing, Worker hereby designates and appoints Herder and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Worker.

6 Competitive or Conflicting Jobs

Worker agrees, during the term of the Member Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Worker’s obligations under the Member Contract. Worker warrants that there is no such contract or obligation in effect as of the Effective Date. Worker further agrees not to disclose to, deliver to, or induce Herder to use any confidential information that belongs to anyone other than Herder or Worker.

7 Confidential Information

Worker agrees that during the term of the Member Contract and thereafter, except as expressly authorized in writing by Herder, Worker (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Member Contract; (b) will not disclose or permit others to disclose any Confidential Information to any third party without first obtaining Herder’s express written consent; and (c) will limit access to Confidential Information to Worker personnel who need to know such information in connection with their work for Herder. "Confidential Information" means all information related to Herder’s business and prospects or related to a Work Product delivered or agreed to be delivered from Worker to Herder, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Herder’s employees, Workers, and any other service providers; (iv) information designated by Herder, either in writing or orally, as Confidential Information, (v) the existence of any business discussions, negotiations, or agreements between Herder and any third party; and (vi) all such information related to any third party that is disclosed to Herder or to Worker during the course of Herder’s business. Notwithstanding the foregoing, it is understood that Worker is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Member Contract, and Worker’s own skill, knowledge, know-how, and experience. Confidential Information shall not include information that was known to Worker prior to Herder's disclosure hereunder or that becomes publicly available through no fault of Worker.

8 Worker Representations and Warranties

Worker hereby represents and warrants that (a) the Work Product will be an original work of Worker and any third parties will have executed assignment agreement(s) consistent with this Agreement prior to being allowed to participate in the development of the Work Product; (b) the Work Product will fully conform to the requirements and terms set forth in the Member Contract; (c) neither the Work Product nor any element thereof will infringe or misappropriate the Intellectual Property Rights of any third party; (d) neither the Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Worker will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to third parties; (f) Worker has full right and power to enter into and perform the Member Contract without the consent of any third party; (g) Worker has an unqualified right to grant the license to all Background Technology as set forth in the Section 5.3; and (h) Worker will comply with all laws and regulations applicable to Worker’s obligations under the Member Contract.

9 Indemnification

Worker will defend, indemnify, and hold harmless Herder and Workherder against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Herder (i) alleging that any Work Product infringes upon any Intellectual Property Rights, (ii) alleging that any Work Product misappropriates any trade secrets, of any third party, or (iii) arising from Worker's breach of the terms of this Agreement.

10 Termination

10.1 Termination with Cause

Either party has the right to terminate the Member Contract immediately in the event that the other party has materially breached the Member Contract and fails to cure such breach within fifteen (15) days of receipt of notice by the nonbreaching party, setting forth in reasonable detail the nature of the breach. Such notice must comply with Workherder’s Refund and Cancellation Policy and the applicable Dispute Resolution Policy referenced therein. Herder may also terminate the Member Contract immediately in its sole discretion in the event of Worker’s material breach of Sections 5, 6 and 7.

10.2 Return of Property

Upon termination of the Member Contract or upon Herder’s request at any other time, Worker will deliver to Herder all of Herder’s property together with all copies thereof, and any other materials containing or disclosing any Work Product that Herder has paid for or Confidential Information.

10.3 Survival

In addition to the provisions of the Terms of Service that will survive, the following provisions will survive termination of the Member Contract: Sections 7, 8, 9, 10.1, 10.3, 13, and 14.

11 Multi-Employee Worker

Before any Worker’s employee, Worker or agent performs services in connection with the Member Contract or has access to Confidential Information, the employee, Worker or agent and Worker must have entered into a binding written agreement that contains provisions substantially equivalent to Sections 5, 6 and 7, and any modifications thereto. Worker agrees (a) that its employees, Workers and agents will not be entitled to or eligible for any benefits that Herder may make available to its employees; (b) to limit access to the Confidential Information to employees, Workers or agents of Worker who have a reasonable need to have such access in order to perform the Services pursuant to the Member Contract; and (c) to be solely responsible for all expenses incurred by any of its employees, Workers or agents in performing the services or otherwise performing its obligations under the Member Contract, except as set forth in this Agreement.

12 Disclaimer of Warranties

Other than the warranties expressly stated in this Services Agreement or the User Agreement, Worker disclaims all other warranties, express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, arising by statute or otherwise in law or from a course of dealing or usage or trade. Some states and jurisdictions do not allow for all the foregoing on implied warranties, so to that extent, if any, some or all of the above limitations may not apply.

13 Exclusions and Limitations of Liability

EXCEPT FOR A VIOLATION OF SECTION 7 HEREIN, IN NO EVENT SHALL EITHER WORKER OR HERDER BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THE MEMBER CONTRACT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS SERVICES AGREEMENT, EXCEPT FOR A VIOLATION OF SECTION 7, AND AS PROVIDED UNDER SECTION 9, IN NO EVENT WILL EITHER WORKER OR HERDER BE LIABLE TO THE OTHER FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED FOR THE WORK BUNDLE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, IN AN AMOUNT IN EXCESS OF THE AMOUNT THE HERDER PAID TO THE WORKER THROUGH THE SITE DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

14 General Provisions

14.1 Governing Law and Venue

The Member Contract and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Florida, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Herder and Worker hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for Orange County, Florida, for any lawsuit filed there against them by each other or by Workherder arising from or related to the Member Contract.

14.2 Severability

If any provision of the Member Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Member Contract will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

14.3 No Assignment

The Member Contract, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Work Bundle, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Member Contract will be binding upon assignees. Notwithstanding the foregoing, Herder may, without the consent of Worker, assign any rights and obligations under the Member Contract to an entity merging with, consolidating with, or purchasing substantially all its assets or stock. Any permitted assignment of the Member Contract shall be binding upon and enforceable by and against Herder’s and Worker’s successors and assigns, provided that any unauthorized assignment shall be null and void and constitute a breach of the Member Contract.

14.4 Notices

Each party must deliver all notices or other communications required or permitted under the Member Contract to the other party by uploading it to the Site.

14.5 Injunctive Relief

Worker acknowledges that, because its services are personal and unique and because Worker will have access to Confidential Information of Herder, any breach of the Member Contract by Worker would cause irreparable injury to Herder for which monetary damages may not be an adequate remedy and, therefore, will entitle Herder to injunctive relief (including specific performance). The rights and remedies provided to each party in the Member Contract are cumulative and in addition to any other rights and remedies available to such party at law or in equity

14.6 Waiver

Any waiver or failure to enforce any provision of the Member Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.7 Export

Worker agrees not to export, directly or indirectly, any U.S. technical data acquired from Herder or any products utilizing such data, to countries outside the United States, because such export could be in violation of the United States export laws or regulations.

14.8 Execution and Delivery; Binding Effect

The parties will evidence execution and delivery of the Member Contract with the intention of becoming legally bound, by accepting the Terms of Service on the Site.

14.9 Entire Agreement

The Member Contract is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the Member Contract, or any waiver of any rights under the Member Contract, will be effective,

15. Contacting Us

If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact Customer Support as follows: